The people of Stamford, Connecticut hate super-heroes. They have good reason. Before the Super-human Civil War, the New Warriors chased down a group of villains in Stamford. One of the bad guys, Nitro, detonated, killing most of the combatants as well as hundreds of civilians. A nearby schoool was totalled with all the students inside. Even worse, the event was filmed for the Warriors' reality TV show. Everyone got to see just how cocky the heroes were before they and the city paid the price.

The super-hero on the top of Stamford's hate list? Speedball. That's because Robbie Baldwin was one of the New Warriors involved and was the only one who lived. That might not last much longer.

Robbie has been volunteering in Stamford because he blames himself for what happened here and it's a small way to make amends. Of course, he's found out and the community turns into a mob trying to kill him. Baldwin finds an unlikely ally in Miriam Sharpe, shows son died in the Stamford incident. She spearheaded an anti-super-hero movement that led to the Super-human Registration Act and the Super-Hero Initiative. Miriam sheltered Speedball and when escapees from the Super-human Detention Facility, the Raft, ran through town, Sharpe allowed Speedball to go stop them.

The battle left Robbie unconscious and a sitting duck for the citizens who tried to kill him again. The rescue comes from Miriam Sharpe with the shotgun. We are now caught up with the plot. And away we go.

The mob that is Stamford can't believe that MIRIAM SHARPE of all people wouldn't want Speedball dead. After all, the former New Warrior killed her son! Miriam has to explain that while she wants heroes to be trained and regulated, she isn't exactly ANTI-hero. Further, Speedball played a PART in the death of her son but wasn't the one who did the killing.

She also takes back what she said in issue #1 about normal people being able to solve every problem. Clearly, a situation like Fear Itself represents exactly why super-heroes are necessary in the Marvel Universe.

It looks like the angry mob has been calmed out of their killing frenzy. Now, it's time for them to figure out what's happening in the world. Someone pulls out their laptop and the mob crowds around as they get the news.

Washington D.C. is under attack by Nazi Mechs! The AVengers Academy students are on emergency detail as Captain America, Falcon, Black Widow, and others take on the Mech invaders.

Dubai in the Arab Emirates is being wrecked by the former Absorbing Man (now using the name Greithoth, Breaker of Wills). On the scene is Giant-Man. So that's all of Speedballs teammates and students accounted for.

The news report mentions all the chaos going on around the world and how the Avengers and other responders can't keep up with the destroyers. No one can put a lid on this.

Robbie feels the need to race off to Washington so he can keep an eye on his students but Miriam calls in a favor for saving his life. Instead of going to places already covered with heroes, she wants him to go to the areas that have no defenders. Besides, Washington D.C. has guys like Cap and the Falcon looking after them.

Speedball reluctantly agrees. Before he leaves, Miriam gives him her business card, telling him to connect her to these areas so she can assist. With that, Robbie uses his communication device (given to him by Jocasta in the first issue) and gets a door opened up to the Infinite Mansion.

Jocasta prepares to send Speedball to other areas covered by Avengers Academy members but true to his word, Baldwin has her send him to an area without protectors. Jo tries to explain what a threat these Worthy are but Robbie just snaps at her. He instantly regrets it but he's got enough conflicting emotions going on in his head.

Next stop: Salem, Missouri.

On his best day ever, Robbie Baldwin couldn't HOPE to defeat the unstoppable Juggernaut. The odds are considerably shot out of the sky, buried, brought back to life and shot AGAIN for good measure when Cain Marko is upgraded into the Worthy, Kuurth, Breaker of Stone. Kuurth is already tearing up the streets of Salem with a vengeance. Regardless, Speedball does the hero bit, facing overwhelming odds with no help coming in.

Robbie still has access to his Penance powers and shoots both barrels at the Breaker of Stone. It doesn't even slow Kuurth down. Speedball is brushed out of the way as Kuurth continues stomping through town.

Well, if he can't STOP the former Juggernaut, he'll have to HELP Kuurth get through town. Applying some additional kinetic force to the Worthy's leap, Speedball causes the Breaker of Stone to jump right past the rest of the town.

That would be great but it turns out something DOES stop Kuurth. The former Juggernaut turns around and smashes his hammer on the ground.

This causes a trail of destruction to cascade back through the town. Speedball loses his footing but it's probably the SOUND of the attack that hurts him. Robbie's nose is bleeding and it takes him time to recover his hearing.

The townspeople come out of every door. Panic is the name of the game. Speedball assures everyone that the worst is over. When he hears that their internet is down, he hands over Jocasta's communication device and has it plugged into the closest smartphone. It gives them access to the internet. After telling them to stop using it for porn, Baldwin gives them the address to contact Miriam Sharpe, who confirms that no more Worthy are coming this way. Then, she helps organize the people into rescue teams.

Seeing that Speedball is still rattled, someone tries to get the former New Warrior checked out. Robbie refuses. He's got people to save.

Baldwin returns to the Infinite Mansion and asks Jocasta for more communication devices. A LOT more.

Then, it's off to St. John's Newfoundland and a battle with what once was Attuma: Nerkkod, the Breaker of Oceans.

We end this story with a lot of cellphone use as Miriam and the rest of Stamford reach out and touch the world.

Writer: Peter MilliganArtist: Elia Bonetti

In this issue:

• Jimmy Woo kicks the rest of the team out of his archeological find so that Namora won't see the bones of her people and their skin made into paper.

• Jimmy might also want time to examine the pages to figure out what the Red Skull was up to.

• While Gorilla-Man destroys the Nazi guard robot, Namora and Jimmy argue about his attitude.

• Then, Namora notices the dead Atlantean bones and the two argue about a whole lot more.

• Jimmy is kicked out so that Namora can give her people a proper send off.

• Is all hope really lost in figuring out Red Skull's decades old plan? Nope. M-11 scanned in most of the pages.

The Agents of Atlas have no real pressing reason to play around in a Thule Castle in Germany. Sure, they learned from a racist that the Red Skull had performed some spells at this castle way back during World War II but... that was during World War II. The Red Skull did a LOT of things during the War. A simple look at the records would show that Captain America, Bucky, and Namor had all been involved in a mission related to this castle. Heck, maybe some house keeping to figure out what Red Skull was up to would be in order. Regardless, Jimmy Woo, the Agents of Atlas leader, is tackling this case with the urgency of someone who REALLY wants to tie-in to Marvel's mega-event and hasn't figured out a way to do it logically.

Part of that is related to Jimmy being under the influence of the Fear. The rest of it is just fitting a square peg into a round hole.

Last issue, Jimmy and M-11 found a hidden room filled with Atlantean skeletons. Their skin was used to make the pages of the Book of the Skull. The room has stacks of unused pages. Before Jimmy and M-11 can examine the pages made from Atlantean skin, the rest of the Agents (with Venus joining them-- she was absent last issue) show up right outside the recently opened "door."

Woo doesn't want Namora to see the bodies of her people, so he tells eveyone to leave him alone. The Agents protest but he makes it an order. They grudgingly leave but wonder what the hell is up with Jimmy.

Left alone, Jimmy and M-11 begin organizing the pages for scanning. The rest of the Agents talk about Woo's mental state. Bob (the Uranian) says that Jimmy's thoughts were hitting him even though he avoided mentally probing his boss. The leader of Atlas is consumed with fear.

Meanwhile, Jimmy Woo has accidentally tripped a booby trap.

The Nazi robot attacks them and also starts setting fire to all those precious pages. That's inconvenient.

Oh, it also brings the rest of the Agents back. Everybody enjoys destroying Nazi stuff. Ken (Gorilla-Man) leaps on the robot's back and rips off the thing's head.

Mr. Woo is furious. He told his teammates to mind their own business! While Ken deals with the Nazi robot, Jimmy chews out his "secret" girlfriend, Namora, for everyone's insubordination. Namora argues back for a bit but then notices all the Atlantean corpses.

Wll, that changes this conversation. Instead of being on the defensive, Namora goes on the attack. Jimmy's pleas that he was trying to protect his main squeeze from this horror are not believed. Namora feels condescended by that thought and knows that Woo was also trying to delay a proper funeral so that he could study the skin pages. There's some truth to that. Jimmy is obsessed with knowing everything and it's going to get him in trouble someday.

It looks like today is that day.

Woo and M-11 are kicked out. Everyone else helps Namora prepare her fallen people for burial. They also bicker and blame each other for enabling Jimmy's behaviour. Woo isn't too far away that he can't hear them and believes that his actions have caused his team's ultimate demise. He thinks about returning to his special room to watch 1950's era movies and drink 1950's era drinks but everyone, including his 1950's era robot companion, believes that focusing on the 1950's is a clear way to go insane so he stays out of that room and... maybe he kicks a 1950's era can for an hour.

M-11 and Jimmy watch from a distance as all those precious pages go up in flames during the funeral. It looks like the Skull's schemes are beyond them now. Well, it turns out M-11 had already scanned most of the pages before they got kicked out. The robot asks if he should start work on translating.

Writer: Howard ChaykinArtist: Howard Chaykin

In this issue:

• Paris is being stones by the former Grey Gargoyle: Mokk, Breaker of Earth.

• One resident of Paris, Mignonette Gotlib, explains why she came to the city of lights from her native Brussels, Belgium.

• There's a lot of regret, not least that she's turning to stone.

Besides having a mouthful of a name, Mignonette Gotlib has a story to tell. It is just about one mouthful, give or take a few syllables. She came to Paris, France from her home in Brussels, Belgium because this city is THE place to be. She also believed that all the important people in Paris came from somewhere else. Hey, SHE comes from somewhere else! Convenient.

Unfortunately, she is in the city when the Grey Gargoyle's hammer falls and he becomes the monster Worthy, Mokk, Breaker of Earth. Mokk uses his charm and good looks to stone a good bit of the city, including the part that Mignonette is standing on. As she turns to stone, she regrets becoming a part of the city in THIS way.

We feel bad for her because at least she's not French.

Writer: Ben McCoolArtist: Mike Del Mundo

In this issue:

• The anti-hero, Cardiac, takes out rioters that have overturned a car.

• The dude in the car shouts out that he needs help with his son. The kid needs immediate medical attention.

• When Cardiac learns that the man is CEO of a corrupt pharmaceutical company, he flashes back on his origin and takes his sweet time reaching the man and his kid.

• But he still runs the kid to the nearest hospital. The problem is, he doesn't get there in time to save the boy's life.

• The CEO? Left in the overturned car to die. Cardiac, of course, only feels bad for the kid and blames his damn dark side.

Elias Wirtham was just your everyday doctor until his brother died of an incurable disease. The problem was, the disease wasn't as "incurable" as everyone made out. Elias did research and discovered that a pharmaceutical company HAD the cure but had deemed it unprofitable to release at the time. Because of this, Wirtham subjected himself to comic book science and became the anti-hero, Cardiac, to... I don't know. FIGHT big pharmacy companies? I don't believe Cardiac thought this all the way through.

Mostly, Cardiac fights criminals, employing more lethal methods than, say, Spider-Man. An event like Fear Itself will keep a dude like him busy. And so it does.

The streets of New York are a MESS. Riots are the name of the game as ordinary people lose the $%!@ and lash out in frustration. We watch as some rioters overturn a car innocently driving down the street. The driver of the car struggles away, leaving his passengers stuck in the back seat of the overturned vehicle.

Cardiac drops in on the scene and starts meting out some serious street justice. Inside the car, a gigantic fat man calls out for help. It's not for himself. It's for his son. The kid has meningitis. It looks like they were driving to the hospital when Fear Itself caught up to them. Time is slipping away with the boy's life.

Cardiac races over to get the kid to the nearest hospital one mile away. Then, Elias gets a good look at the father. It's Charles Davies, CEO of Jerixo Healthcare. Red flags starts going off, and now a rioter is sneaking up on Cardiac, just because.

As the anti-hero takes care of the new challenger, he thinks about his brother. Jerixo Healthcare isn't the pharmaceutical company that screwed his brother over but they aren't any better. Maybe this is why he takes his sweet time dealing with the rioter. He even thinks of declaring both father and son guilty and moving on.

That thought doesn't last long. The boy needs help. Cardiac grabs the kid out of the father's hands, smacks down the next attacker with his staff, and makes a mad dash for the emergency room.

Wirtham waits around to see if the kid will make it. The doctor comes out to give him the news. They didn't get to the boy in time.

Cardiac blames himself for not responding quick enough. This was very personal to him. He just acted like those evil pharmaceutical companies, delaying help until it was too late.

We quickly switch scenes to the overturned car and see that Charles Davies is also dead. Oh yeah, Cardiac never even thought to return and rescue the corrupt CEO.

Wrapped in his own depression, Cardiac leaves the emergency room. The riots are still in full effect but he's not feeling up to fighting them right now.

By looking at her, you might think Thor Girl is an Asgardian. The truth is, her real name is Tarene and she was an all-powerful force destined to change the universe. After Thor saved her from a Thanos powerplay, she decided to emulate the Asgardian and got her current Thor Girl look. In one of the many Ragnaroks, Tarene lost a great deal of her powers but still gets by as a pretty strong super-hero.

The problem with an event involving hammers that charge up certain individuals and increase their evil is that SOMEONE is going to see a hero that uses a hammer as suspicious. Add in an increased dose of baseline Fear and it's a recipe for increased terror. Thor Girl's not a particularly well-known hero, either. She's suspect. Instead of helping calm crowds, she started making the POLICE nervous. One of them fired on her and when she deflected the bullet with her hammer, it planted itself into the policeman's neck. Things spiralled further out of control from there.

This leads Thor Girl to join Prodigy in Verginia. Following her is good friend, Ultragirl, who tries to convince Tarene that this isn't her fault. Thor Girl knows that it was the hammer that freaked the crowd in Atlanta.

When they meet Prodigy, he's flanked by men in suits and members of the media. Ultragirl thinks he's up to no good but the leader of the volunteer Initiative asks them both to trust him. He's not 100% sold on this idea (meaning it's NOT his plan) but "it makes sense." Speaking to the press, Prodigy tells them that Thor Girl is NOT a threat to the world. She's a hero. Still, to assure the public that she's on the up and up, Thor Girl has turned herself over to the authorities.

So that's awesome.

In Illinois, Cloud9 watches on television as the men in suits take Thor Girl away. She's disgusted and tells Komodo (on the phone) how quickly Prodigy turned on them. Then she has to go because violence has erupted on her street.

It's a typical scene for Fear Itself. Two neighbors' squabbling has gone out of control. A gun is entered into the equation and that doesn't improve things. One of the neighbores is about to be shot by the other when Cloud 9 gets involved. She diffuses the situation with some kicking and punching but mostly, a whole lot of scolding. This isn't how neighbors are supposed to act. When things get bad, they're supposed to pull together.

Gravity and Firestar are co-leaders of the Initiatve team in New Jersey. Word has just gotten out that Captain America was killed in Washington D.C. and it's rattled Gravity. Firestar tells him to get back in the game because they need him.

A building is on fire. A Raft prisoner is loose. The team goes in to rescue people, not realizing those two things could be related. Gravity finds out first as Crossbones puts three bullets in his chest.

Back in Virginia, Thor Girl is set up in sparse accomodations. Prodigy tells Ultragirl that this all has to look like the real thing and that she'll be let out as soon as everything calms down. IF things ever calm down... Prodigy shows her monitors of everything going down in the United States.

You'll see Captain America's body shown prominently. Komodo and Hardball have teamed up on another monitor even though they're on different state teams.

Ultragirl seems satisfied with how Prodigy is handling an overwhelming situation. The prepares to fly back to Georgia but since she's the last one standing from the Atlanta based team, Prodigy thinks she'd be better off joining another team. When the news comes in about Crossbones in New Jersey, it looks like Ultragirl has found a new team.

While Thor Girl's imprisonment is mostly for show, some people are taking it seriously. Through the shadow box monitor, two men start grilling Tarene for information. Since she doesn't KNOW anything, things get agitating quickly. The interrogators blast Thor Girl with a dose of pain.

In New Jersey, Frog Man, Geiger, Firestar, and the Scarlet Spider try their best to take down Crossbones. The former Thunderbolt and full-time racist is a tough nut to crack. Firestar surrounds Crossbones with a ring of fire as Gravity rejoins his team. He drops the three bullets that C-Bones tried to embed in his chest.

Well, Gravity can survive bullets but what about a grenade? Crossbones makes the toss, Geiger intercepts. The grenade goes off with her taking most of the blast. Luckily, she has tough skin but it's still a trip to the emergency room. Crossbones makes his escape in the confusion.

Gravity takes this hard. One of this teammates was almost killed and he blames himself. Firestar and the newly-arrived Ultragirl try to talk to him but he's in no mood. Quitting the team, Gravity flies off.

Komodo is trying to get a hold of Cloud 9. They were talking earlier this issue before Abby was distracted by some local domestic violence. Melati (that's Komodo to you) is also feeling guilty because she left her team to visit Hardball and now she can't leave. Las Vegas is contained. No one leaves their home and no one leaves the city. Oh, Hardball confiscates Komodo's cell phone so she can't call out any more.

Prodigy calls up Hardball and congratulates him on keeping order. He's love to spread some of these methods around but it'll have to wait. The Juggernaut is heading this way. It's time to prepare.

In Virginia, Thor Girl's first round of torture ends. The interrogators prepare for the second round as the room starts filling with gas. Tarene shouts her defiance, only to learn that it's not gas. It's cloud. Cloud 9 is here for a rescue.

Avengers #14Writer: Brian Michael BendisPenciler: John Romita Jr.

In this issue:

• The oral history of the Avengers contiues as the team talks about new members of the team, like the Protector and the Red Hulk.

• Blitzkrieg USA reaches New York City.

• The Thing is turned into Angir, Breaker of Souls.

• The Red Hulk confronts Angir, Things get messy.

• No, not the THING gets messy. If anything, Rulk gets messy.

• Angir drops Avengers Tower on the Red Hulk. Personal Shields protect the people inside the Tower from being crushed. That's how Jarvis lives.

• Red Hulk unburies himself and attacks Angir again.

• He doesn't win. In fact, Rulk gets hammered out of the city, never to return to the Avengers.

• Jarvis declares this day even more terrifying than the Under Siege story arc where he was tortured by the Masters of Evil and lost the use of an eye for a while.

A lot of you might think of the Red Hulk and laugh. I mean, here's a character wholly derivative of the normal Hulk except instead of a normal green or maybe grey color, he's red. Maybe you even rolled your eyes when you learned he'd be joining the Avengers instead of the normal Hulk. You have a LOT of opinions!

Anyway, I think it's an interesting thing to do with the character. Likewise, this story is an interesting way for his time to end with the Avengers.

Yeah. Rulk was on the team for about forty minutes.

Red Hulk is General Thadeus Ross, long time enemy of the original Hulk. He got charged up as a Hulk in exchange for some unsavory people bringing his daughter back to life. No one knows his secret identity on the Avengers exept for Commander Steve Rogers.

In the opening pages of this comic, we continue the oral history of the Avengers which went from a backstory feature to a narrative device last issue. The Avengers talk about the Red Hulk, or any new Avenger for that matter. It's basically about how new teammembers add to the dynamic but they also mention how wary they are about working with a Hulk. Oh, Spider-Man is wearing his Future Foundation suit. That's nice.

Blitzkrieg USA has moved over to New York City from Washington D.C. Skadi (Sin) is still running the show from her Nazi Mech. Chaos on the streets. The Avengers' comments on this page basically say how hopeless things are... and they're talking in the FUTURE so they would know.

The team moves on to Ben Grimm who is now rocking a Worhty hammer as Angir, Breaker of Souls. The Avengers don't blame Thing for the actions of Angir. They know that Ben would never do what the Worthy is doing.

As Angir is destroying New York, Red Hulk leaps in to lay the smack down. Rulk gives Angir an ultimatum to stand down but we wouldn't get five pages of fighting if that happened. Because that's what we're going to get!

Red Hulk has no chance to win this fight. The Worthy beats the snot out of our favorite Red Avenger.

And then, he drops Avengers Tower on Rulk.

A couple things. This isn't the first time Avengers Tower has fallen. The Tower was dropped during World War Hulk and rebuilt with government money. That's right. Tony Stark got a bailout. Second: Don't worry about any loss of life. Current occupants of the Tower are protected by Starktech Force Field Personnel Shields. Jarvis is in the kitchen when his shield is activated. There ARE people outside the Tower that might be crushed since I doubt they get shields.

Rulk is crushed but being a Hulk means that he survives. As Angir looks over the destruction he caused, Red Hulk breaks his way to the surface and attacks the Worthy one more time. This is, apparently, "heroic."

I... guess so. I mean, for the Red Hulk to resume the fight after receiving so much punishment and having such little hope of victory is heroic. The problem is that Hulks like to smash. Even Red ones that seem to have their act together.

Like I said, Rulk ain't winning this one. Angir demands Red Hulk beg for his life but that ain't happening. The Worthy blasts Red Hulk straight out of the city.

According to Jarvis, Rulk doesn't come back. Going further, Jarv says that he's never been more scared.

A couple things. Mostly: bull$#!@. Jarvis includes Under Siege in that equation. You know. The one where Avengers Mansion was taken over by the Masters of Evil and Jarvis was tortured so badly that he lost his vision in one eye (temporarily) and suffered severe injuries that took a long time to heal. This hasn't equalled that. Yet. So until it does, I'm blaming the warped prism of Fear Itself.

Avengers Academy #15Writer: Christos GagePenciler: Tom Raney

In this issue:

• Commander Steve Rogers updates Hank Pym on the Fear Itself situation. He wants Giant-Man and his teaching staff to hit New York and capture escaped super-villains from the Raft but is also asking if the Avengers Academy student would be prepared for emergency evac situations if necessary. Hank gives Steve a reluctant "yes."

• Tigra is left behind to watch the students and to lead them into danger if they are so called. When she learns how important her role is, she accepts.

• Washington D.C. is attacked. The kids are needed.

• Evacuating civilians isn't easy when the streets are crowded by killer Nazi mechs. Tigra, Striker, and Mettle have their own moments of doubt.

• Giant-Man and his crew have finished up with the Raft prisoners but there's no time to join their students. A hammered up Absorbing Man and Titania are trashing Dubai.

• Hank is determined to reach his kids but Crusher Creel might be more challenging than he thought.

It's been a while since we've checked in with Avengers Academy and a few things have changed. The biggest change would be that Hank Pym is no longer calling himself the Wonderous Wasp and so I need to retire making fun of him because of that forever. That makes me sad. Lately, Hank is running around in a Giant-Man suit which is actually a good look for him. I hope it sticks around until his next mental breakdown.

The other big change is that Tigra is seeing Pym. It makes a sort of sense. By "sense," I mean as messed up as every other Hank Pym relationship. She had a baby with the Skrull version of Hank. I think that's wierd enough.

Anyway, everything else is just about the same as we left it. Adventures were had. Feelings were hurt. Characters were defined. It brings us up to a good place to tackle the mega-event Fear Itself through the eyes of the characters.

To start out, Commander Steve Rogers calls up Hank and gives him a rundown of recent events. The Raft has a massive hole blown into it. Prisoners are running through New York and have spread out through several states at this point. While the Thunderbolts and Raft personnel lock down the maximum maximum security facility, Rogers needs guys like Giant-Man running around NYC, gathering up escaped super-villains.

Fear Itself has already moved beyond just a Raft breakout, of course. Hank mentions some of the other hot spots that are just now flaring up all over the world. Steve says that this one might get as bad as it can. The former Captain America might have to call on Pym's students at the Avengers Academy to assist in evacuating civilians. Steve doesn't want them in the center of this war but super-powered individuals that have been trained by the Avengers are an asset that he can't just ignore. Besides, Bucky was a young'n when he fought in World War II. That sets a precedent.

So are the kids ready for something like this? Hank doesn't want them to be but he still admits that they are.

The Avengers Academy faculty prepare to leave the Infinite Mansion for the dangerous streets of New York. While Giant-Man, Quicksilver, and Justice are ready to walk through that door, three teachers aren't going. Speedball, of course, is off doing his thing in Fear Itself: Home Front. Jocasta is put in charge of the Mansion and coordinating relief efforts. Tigra gets to babysit the students.

This is something Greer takes issue with. She believes that Hank is trying to protect her from a real fight because they're dating. Giant-Man explains that it isn't that at all. She's the most useless in gathering up Raft prisoners for one but really, Pym's giving her the most important job. When the Avengers students are called in to serve, he wants someone like her looking after them. Tigra has to keep them safe.

So, yeah, it's a lot of responsibility to put on her but she accepts.

The students are kept in the dark for now. They don't need to know that they might be put on the lines of this conflict. It doesn't STOP them from knowing, of course. Finesse has been lip reading for the team since the first issue. They know what's going on. Some of them are scared that they might be facing unbeatable odds in areas where casualties are certain. Unfortunately, this issue wouldn't be that important unless they were put IN those situations. When Washington D.C. gets attacked by Skadi and the Nazi Mech brigade, Tigra announces that they are going in. Strictly search and rescue but it's still a war zone. Nazi Mechs are everywhere.

On Long Island, Giant-Man and crew are mopping up the floor with escaped Raft prisoners. When Hank gets news that the students have been put into active duty in Washington, he declares that he'll get over there as soon as possible. So... good luck with that.

In D.C., Tigra picks up a police officer after one of the mechs opens fire on him. This causes Greer to have a minor flashback to her life before she became a super-hero. Her husband was a cop but he was shot and killed right before her eyes. It changed her life.

That's a theme here, people. Life changing moments happen all the time. Maybe some of those moments are happening right now.

Tigra races the cop off to an emergency room in Cleveland (interdimensional doorways) and then gets back to her team in Washington.

One of the challenges on the battlefield is dealing with mortality. With all the death around you, it's hard to ignore. Striker is particularly vulnerable to this because he "died" recently but not for real. He's really worried that he'll do it again. Still, he faces that fear and fights through it, even learning to use his powers as a shield.

So that's mortality down. What about killing? Mettle sees a Nazi mech firing into a crowd of civilians and tosses a street lamp into the thing. He kills the driver but the gunner keeps on firing (at Mettle) until Tigra knocks him out.

Mettle is shocked that he just killed someone. Greer tries to make him see that the action was necessary in this situation and he might have to do it again. She asks him if he can. He... can.

Life changing moments, yo. Tigra and Mettle return to the battlefield and try to save lives but Greer, tears in her eyes, knows that things are going to be different after this.

It looks like Giant-Man, Justice, and Quicksilver have cleared up this part of New York. Pym is ready to join his students in Washington. Maria Hill, who's been put inside after Steve Rogers jumped out of the Quincarrier in Fear Itself #3, tells Hank that there's a more important fight that needs doing. The Absorbing Man and Titania have been charged up by their own hammers and are messing up Dubai, Arab Emirates. These are the only two Worthy that are working together thus far and they need to be stopped.

Hank doesn't like it. He HATES it. But he agrees to go. He's had recent experience with Crusher Creel (even though Norman Osborn actually won that battle and THIS Absorbing Man is a WHOLE different ballgame). The Avengers Academy faculty take the Infinite Mansion doors to Dubai, hoping that it'll be a quick trip.

That means Hank seriously underestimates the Worthy. In the new encounter, Hank Pym is swatted to the ground, straight up.

It's an inauspicious beginning.

Invincible Iron Man #505Writer: Matt FractionArtist: Salvador Larroca

In this issue:

• Tony remembers when his dad taught him all about killing lots of people in a flashback/dream sequence.

• Iron Man wakes up one a pile of broken stone people. Dead bodies. He promptly throws up in his helmet.

Howard Stark was a true blue weapons manufacturer. It's what he did and he was damn good at it. In this issue's flashback, Tony talks to his dad about the important business of building bigger and better bombs. Howard is on about a Neutron Bomb and explains to his son that such a weapon would kill a lot of people but leave their property intact. The whole idea horrifies a young Tony Stark. Howard grabs him and tells the younger Stark how important it is to kill your enemies in massive quantities.

Stark wakes up from his nightmare/flashback to find his current reality worse than any dream he's ever had. He's atop a pile of corpses. Sure, they're stone now but just a few short hours ago, they were people. Now, they're pieces. It's enough to make someone throw up in their helmet, which Tony does.

The former Grey Gargoyle notices his sparring partner is awake once more and brings his hammer down, violently. There's a sort of stalemate going on. Mokk (that's the former Gargoyle) can't stone Tony like he can everyone else. At the same time, none of Iron Man's attacks are doing anything to stop this Worthy. He can't even slow the Breaker of Faiths down as Mokk tosses Shellhead into buildings still containing living, breathing people. These survivors are stoned and then smashed.

This is pure slaughter and Tony Stark is helpless to prevent it. He can only watch. All of his attempts to damage Mokk are met with failure.

In Seattle, WA, Bethany Cabe is getting into the groove of her new job. She yells at the staff of Stark Resilient for not even TRYING to maintain some security protocols. Macken's password is actually "password." He also keeps on trying to find the "any key." Cabe lays on the rules and they are strict. She's handing out new cell phones and keys every Monday. Things are going to be more secure whether they like it or not.

Of course, the answer is "or not." These are creative people being told to reign in their behavior. History has shown that they won't like this one bit. Carson Wyche asks how much she's being paid to be a slave driver and Beth responds that all she's getting is stock options. Just like everyone else.

Except... everyone else is getting paid by this point. It looks like Pepper made a less than honest deal with her redheaded competition.

When Pepper Potts enters the room in her Rescue armor, Bethany doesn't yell at Potts for screwing her over. Instead, she's all sugar and spice, even asking if her boss might want something to drink or eat. The team gripes to Pep about the new security procedures but Bethany pulls rank. She's been given all the authority to do her job and do it right. They might as well do what she tells them.

In Paris, Iron Man has decided to change tactics. If he can't stop this thing, he's got to get out of here and find a way to do it later. That's gonna be difficult. Mokk grabs his leg and tries to pull the Avenger out of the sky. To the rescue?

Detroit Steel. Lt. Doug Johnson III is here and obviously doesn't understand the gravity of the situation. This battle is beyond Iron Man and it's equally beyond Detroit Steel. No matter how Tony pleads, he can't get Johnson to realize the danger. Doug is here to prove he can do what Iron Man can't. And that's true enough. She Lt. Doug Johnson III can do is turn to stone. Mokk tears the armor off of the newcomer and petrifies him.

Trying to prevent Johnson from being shattered, Iron Man channels a lot of his power into a saber. This actually cuts Mokk which is nice because nothing else has harmed the Worthy so far. It doesn't save the Detroit Steel pilot. Mokk crushes Johnson under foot and then takes his hammer to Shellhead.

THAT is one hell of a blow. It doesn't crack Stark's armor open but it DOES fracture his Repulsor battery. The thing was already running out of juice because of the beam saber.

Things being monumentally bad, the Golden Avenger goes back to his latest plan and jets back to Seattle. His boot jets are sputtering but they get him away from Mokk and will eventually get him home.

So Paris is ten nightmares combined into something even more horrible. The rest of the world's going down the same way. At Stark Resilient, Pepper doesn't know what to do and gets emotional about what looks like the world coming to an end. Bethany enters her office and tries to give what comfort she can. The heroes will come through, just you wait.

Speak of the devil. Here comes one of those heroes. Tony looks like hell but he's come from much worse. He's here to patch up his suit and then go back into the battle. When Bethany sees his Repulsor Battery cracked... well, it's not a good thing. Tony says he'll fix it as he goes. He's got to get back to the Avengers so they can plan their next move.

Important! Last issue, Stark got a bottle of... well, it was either wine or champagne. The important thing is he got an bottle of alcohol from his friends at Hammer Industries. It's been resting on the desk this entire time. When he leaves the office, it's not on the desk anymore.

As we watch him fly off, we see the bottle in his supplies. Yeah. That's gonna end well.

You know what? I thought of so many Canada jokes to begin this with but I decided that I'd be civil with my northerly neighbors and just get to the facts, jack.

And those facts are Alpha Flight is back! Say what you will about the great white north, Alpha Flight was alway a team that I liked. They've got another chance at greatness after being resurrected during the Chaos War. Everyone's back (except for Puck-- give it time) and Canada loves 'em.

They're here just in time. Fear Itself has reared it's ugly head. The city of Vancouver in British Columbia is under attack by the forces of the former Attuma, Nerkkod, Breaker of Oceans. The Worthy is leading the attack with a wall of water. Rescue efforts have cleared much of the city but one of the last transports doesn't get away in time to avoid the deluge of water.

So, yeah, Alpha Flight is here in the proverbial nick. Sasquatch makes sure a runaway ship doesn't hit them. Shaman erects a magical shield around them. One poor girl gets thrown overboard and rescued by Vindicator. The girl is desperate to see her mother who was in an earlier transport. Heather Hudson tells her that her mom misses her a whole lot. This is just a little projection even though it's most likely true.

That group is out of danger but there's still a lot of others getting threatened. There's a news crew filming the devastation from their helicopter. Nerkkod drops them out of the sky. Guardian (the Alpha Flight leader, Mac Hudson) and Vindicator (his wife) work together to save the lives of the crew. For their troubles, the reporter grills them on any number of issues but most important to the plot, the fate of their daughter who was placed in the custody of the estranged relatives. There's a lengthy legal battle going on as the two try to get their kid back and they certainly don't want to discuss it during this crisis.

The next few pages of this fight detail the rest of the team. We have Marrina, who's gotten a personality upgrade from when we last saw her. She has one now. It's a bit more pro-alien heritage than embracing her upbringing. To be honest, last time we saw her as a mindless fish monster in Dark Reign- The List: X-Men. Not a lot of personality going on there but take my word for it, she wasn't this rebellious when she was last walking with Alpha Flight.

Snowbird is shown. I think the last time Super Reads covered her was back during Secret Invasion in the Hercules tie-in issues. That was by the same writing team so I expect her to be similar to that appearance.

Sasquatch bats some Atlantean invaders around but his most interesting quality is his incessant flirtation with Aurora who doesn't seem to be responding favorably to his latest advances. Aurora is the super speed twin sister of Northstar, and is completely insane. Right here she seems to be holding it together, but she's known for her multiple personality disorder. We last saw her during the Uncanny X-Men/Dark Avengers crossover, Utopia. She was the Dark X-Man that got away in Dark X-Men: Beginnings #3.

Aurora is a major concern for her brother, Northstar. Jean-Paul Baubier is usually seen hanging out with the X-Men, but when something like Alpha Flight finally makes it's comeback debut, you know he's going to have to be involved. Taking a break from the mutant scene, Jean-Paul is in Montreal with his boyfriend, Kyle Roy. Northstar has refused to join the new, old Alpha Flight which doesn't make him a hero in the Canadian public's eyes. He doesn't care. Baubier is more concerned with the wellfare of his sister and watches the news footage live. It appears that Aurora's starting to show signs of nervous tics.

Kyle is concerned for his own sister who he can't seem to get a hold of. He talks about how everything seems to be falling apart and wonders why Jean-Paul isn't out fighting it as Northstar.

In the middle of the battle with Nerkkod's forces, Buardian gets a call from Director Brown, telling him that the Prime Minister would like to talk to him. A little busy at the moment hardly covers it. Mac isn't really that fond of the newly-elected Prime Minister and thinks that he just wants to get some good publicity standing next to the Canadian hero. Hudson hangs up on his end. Prime Minister Gary Cody, who's getting ready for a televised speach, is nonplussed. He's already got the Alpha he wants.

And on the battle goes. Nerkkod whips up one mother of a waterspout. Shaman tries to take over the former Attuma's mind but that goes... poorly. Michael gets a blast of just how horrible the Serpent really is.

Guardian takes the fight into his own hands. Getting Nerkkod in a headlock, he engages his teleporters and sends the two of them across the continent to Cape Race, Newfoundland. The trip damages Nerkkod but it also does a number on Mac. His battlesuit wasn't really meant to carry passengers. At least not ones the size of the Worthy. He passes out in the air while communicating with his wife. Guardian hits a clifftop hard.

Back in Montreal, Kyle is happy to have finally gotten a hold of his sister, Stevie. He tells the good news to his beau but Northstar has left a note about heading off to Vancouver. Kyle thinks that's a good sign but the beeping cybernetic box outside his window probably has a different idea on that.

Without Nerkkod to lead them, the Atlantean horde skulks back to the ocean. Northstar arrives and says that the Atlanteans were relying on water breathing gear that was powered by one of their attack ships. He found the power source and disconnected it. THAT'S why the Atlantean barbarians are retreating. Go Northstar.

This leads to a fight between him and his sister which isn't helped when Jean-Paul tells her that in her current mental state, combat in a war zone isn't a good idea. Aurora gives him a good swat and the team takes off.

While the team returns to headquarters, Prime Minister Gary Cody's speech to the Canadian people begins. I'll give you the short version: Martial Law. The Canadian Government grants themselves and their policemen UNLIMITED POWER. They can pretty much do what they want in the name of keeping the peace. Cody pretties it up a lot more than I'm doing right here but the fact remains that it's always a BAD IDEA. When he mentions that the law will be able to contain any subversive elements in society without warrants, you just know he's talking about Alpha Flight.

It's sad because they just saved a Canadian city from invasion. The Prime Minister even mentions the act of heroism even though he doesn't specifically NAME the Alphans.

In Montreal, Kyle thinks his boyfriend has returned home. He doesn't realize until too late that it's actually a Box Unit programmed to capture Northstar. Since the mutant isn't here, it takes down Kyle Roy instead. It's not picky.

Alpha Flight returns to their base but are locked in the hangar with a bunch of beeping boxes. They turn out to be Transformers.

The Box Units each designate a specific member of the team and prepare to fulfill their programming.

The only ones who haven't been taken down by a Box Unit are Guardian and Vindicator. That's because Mac is just waking up in Cape Race and finds his wife flying to meet him. He tells her that he believes the Prime Minister is about to do something unwittingly stupid and recieves an odd response.

It's a frontal attack. In Mac's current state, it doesn't take much to down him. Before he loses consciousness, he asks if she's being mind controlled or replaced. Heather claims it's all her and then gives him another blast.

• Peter Parker calls up Gwen Stacy and finds out she has other plans for the night.

• Parker goes home and tries to study but can't get him mind off of Gwen. He goes for a walk past her house and then to the Coffee Pot to look and he finds Gwen at a table with Flash Thompson.

• Peter doesn't get the conversation. She and Flash are talking about how many times Parker disappears. I guess that's better than them going on a date.

• On the way home, Peter gets harrassed by two thugs and shoves them away without even thinking about it.

• The next day, Peter walks by the Daily Bugle early in the morning and wishes he was one of the window cleaners. Our perspective changes to that of Hobie Brown, one of the window cleaners whose life isn't going the way he'd like it.

• Hobie has pretty much lost hope in his dreams which has cost him his girlfriend. He tried to show his boss his inventions but he refused to even look at them.

• J. Jonah pulls him off the window to tell him that Hobie's boss is making the rounds. When the boss enters the room, JJJ covers for Hobie but the young window cleaner won't let him. Hobie quits his job.

• Hobie decides to use his inventions to become a super-hero but then figures he can be a super-villain instead and gain fame by returning whatever he's stolen as Hobie. When he's done, Hobie dons the garrish costume of... the Prowler!

• His first job is going to be stealing from the Daily Bugle.

• Attracted to the Prowler by his spider-sense, Peter Parker confronts the faux super-villain. J Jonah Jameson walks in soon after, preventing Peter from using his full strength against the Prowler.

November 1969! Comics hitting the stands? Avengers #70, Captain America #119, Iron Man #19, Fantastic Four #92, Incredible Hulk #121, and X-Men #62. In the pages of Amazing Spider-Man #78, the Prowler made his first appearance.

Like many of Marvel's best heroes, the Prowler, Hobie Brown, started off his illustrious carreer as a villain. He never intended to actually keep anything he stole. For Hobie, being a villain was just a step on the path to selling his inventions. So, morally twisted, yes. Evil? Not really.

But it's going to take some time to get to the Prowler. First, we check in on everyone's favorite web-slinger. Spider-Man is swinging through the neighborhood, recounting all of his latest capers. Eventually, he figures he'd done with the hero job for the day and leaps down to call his girlfriend, Gwen Stacy from a pay phone.

Peter doesn't have a dime for the phone but he sees one in a storm drain and webs it up. As he's giving his favorite girl a call, some idiot with more brawn than sense starts causing a ruckus outside the phone booth, not realizing that he's picking a fight with Spider-Man. Peter lifts the man up by the scruff to prove a point on who would win in a contest of strength. The muscleman runs off, still not realizing that it was Spidey he was messing with.

When Gwen answers the phone, she has to turn down meeting with Peter because of prior commitments. She's acting real sneaky about it, too. In the background, we see Flash Thompson, making snide comments about his old pal Peter.

Peter doesn't hear Flash but he's still disappointed in not seeing Gwen. He stands outside the pay phone, musing about her until a crowd gathers. Spidey leaps away as people start asking for his autograph.

Arriving back home, Peter has to wait outside his apartment until Harry leaves the main room. Osborn is on the phone with Mary-Jane and the smitten rich boy takes his sweet time with the conversation. Spider-Man is able to sneak inside twenty minutes later. Maybe this'll teach Peter to have some clothes stashed outside for just this reason.

It's too early for sleeping so Peter does his best to study for classes. No go. He can't get his mind off Gwen. Deciding that being a stalker isn't so bad, Parker goes on a walk, making sure to pass Gwen's house on the way. Peter passes by the Coffee Pot, which is apparently a place that they only go together. He does a double take when he sees Gwen sitting down with Flash Thompson.

Flash isn't here on a date with Peter's girl but the truth isn't much better. Gwen is trying to figure out why Peter keeps disappearing when something exciting is happening. She knows he's not a coward. Instead of asking Peter to his face (and probably getting a lie, but STILL), she is sneaking around and questioning people who have known him a lot longer. There are few people who have known Peter Parker longer than Flash Thompson.

Flash can't give her much of a clue, though, so this evening is pretty much a bust. Gwen swears she won't give up on the man she loves to find out all of Peter's dirty secrets.

Thinking that he's lost Gwen to a former school rival, Parker is depressed. When Peter gets in these moods, he gets lost in his own thoughts and doesn't pay attention to anything going on around him. This is why he runs into two dudes while walking home.

They take offense to this lack or respect and tell Peter they're going to pound him into the ground. Parker isn't even thinking when he does this:

Peter comes out of his deep blue funk and sees his handiwork. He decides that maybe he should make himself scarce.

The night passes. Peter doesn't sleep. The next day, he's passing by the Daily Bugle building, feeling sorry for himself. Seeing a window cleaner high above him, he think how much worse his life is than that guy up there who probably doesn't have a care in the world.

Oh, to have other people's problems! Up cleaning windows is one Hobie Brown. He's about the same age as Peter Parker but is cursed with the name "Hobie" so right off his life is worse. He looks down at Peter and thinks just about the same thing but in reverse.

Brown is an ace inventor but he's impatient. Because of this, he hasn't been able to show people his full potential. Hence, the window cleaning job and it seems like he only got that job because of affirmative action. Hobie is down in the dumps because he doesn't see things getting better. The problem is he's taking his girlfriend, Mindy, with him.

She keeps telling him to do the job he has to the best of his ability and he'll succeed in life but that's not the path to success that Hobie wants to take. Really, I can't blame him there. Sometimes you want to do what you WANT TO DO and you don't want to be stuck in some crap job cleaning windows at the Daily Bugle. Well, no amount of pep talk is likely to work on Hobie anyway. He thinks his life is stuck in a rut.

So Mindy gets sick of her boyfriend's garbage and walks out on him. She doesn't need this aggravation. Hobie, of course, just adds one more depressing thing to his pile.

Still, Hobie takes Mindy's advice and tries to show some of his inventions to his boss. With them, the window cleaners will be able to work safer and get things done faster. His boss doesn't even look at the plans. They'd be too expensive to implement and it's not what he's paying this kid for anyway. With a few threats, he forces Hobie back to work.

Which is where we find him right now, washing the same window for the last half hour as we engaged in that lengthy flashback.

What's more, that window belongs to J. Jonah Jameson. JJJ opens the window and in typical Jameson fashion, tells Hobie to watch himself. Brown's boss is lurking the premises today and he doesn't want Hobie to get in trouble for taking so long cleaning a window. JJJ is sometimes all heart. This is one of those times.

Speak of the devil, here comes the window cleaning boss. When he sees Hobie NOT cleaning windows, the boss prepares to unleash hell. J. Jonah tries to take the blame, claiming that he told Hobie to come inside so that he could complain about the price of window cleaning. The young kid isn't willing to take JJJ's charity though and quits his job. One more thing to add to his list.

The good news is that Hobie Brown is paid up for this month's rent. He's not about to get kicked out of his apartment. The bad news is everything else. The former window cleaner decides that this is the time to make a name for himself. To sell his inventions, he'll become a super-hero! Hobie redesigns all of the gear he had come up with to save time at window cleaning and makes it into proper super-hero equipment.

The problem with being a super-hero is that it will take time to build a reputation. He could patrol for weeks before running into a bad guys. But... as a bad guy, he's be able to show his skills right away! Being more impatient that intelligent, Hobie decides that's the route to go in. Not that he plans on keeping anything he steals. Hobie's brilliant plan is to rob people and then return it the next day in his civies and garner enough fame so that he can then sell his crime fighting gear and build a rep. It's... it's not a very well thought out plan but such is the life of Hobie Brown.

Putting on his costume, which is atrocious, Hobie Brown becomes the Prowler!

The new super-villain tests out a number of gimmicks and they all function perfectly. Among the Prowler's gradgets are gloves that allow him to scale walls (with pointy finger tips that could also shred a human being), wrist devises that shoot gas pellets, and boots that help him land from great heights without fatal injury. Now, he just has to find a place to start...

Meanwhile, Peter Parker re-enters the story! Peter has a crappy life all his own and he too needs to get bills paid. Since his "job" is freelance photography at the Daily Bugle, he pays a visit to J. Jonah Jameson, asking for a handout. Yeah, Peter's got nothing to show the Daily Bugle publisher.

At the same time, the Prowler climbs up the Daily Bugle building. It looks like he's decided to start his illustrious career in the place with all the reporters.

Inside, you can guess how the meeting with JJJ is going. Jonah already used his good deed of the day trying to save the job of Hobie Brown. There's no more charity to go around. Jameson yells at Peter for trying to get money out of him without any work to show for it. Get some pics of Spider-Man or some crime happening and Parker will see some money. Until then, maybe he should get out of JJJ's office and thing about what he's done.

Furious, Peter storms out and solemnly vows not to sell any pictures to the Daily Bugle unless he completely forgets about this in ten minutes.

To help him forget, Parker's spider-sense starts wailing at him. Peter looks around to see what all the hub-bub is about and finds the Prowler lifting the payroll. The security guard in knocked out next to the safe.

Now, this isn't how Hobie expected things to go down. For some reason, he never thought he'd have to hurt someone to pull his scheme off. Brown's a little panicked but totally willing to do it again if it'll further his plot. It doesn't look like Peter's going to walk away quietly so Parker becomes the next target.

• Peter backflips out the window so that he can switch into his Spider-Man gear.

• Hobie freaks out because a man just leaped out a window in front of him and you know who's going to get the blame. He jumps out the window himself, without the payroll.

• Spidey meets the Prowler on the roof. After a prolonged fight, Prowler gasses Spider-Man and escapes. This is a "win" because he got away.

• Peter returns to the newsroom so that everyone knows he didn't die. He tells everyone that Spider-Man saved him. No, he didn't get any pictures.

• Parker heads home and crashes on his bed, thinking about everything that's going on in his life.

• Hobie returns to his own home and is haunted by his role in the death of Peter Parker. His only recourse is to have a rematch with Spider-Man and turn the web-slinger over to the authorities.

• Again, it's not the most well thought out piece of planning.

• The next day, Peter tells Gwen off for dating Flash Thompson.

• Spider-Man tracks down the Prowler for the rematch after reloading on film for his camera.

• Being more prepared for this fight, Spidey wins the day. When he unmasks Hobie and hears the story, he lets Brown off with a warning.

How do you get out of a room in a way that won't tell everyone that you're going to change into Spider-Man? You leap out of the nearest window backwards and hope that everyone thinks the villain has pushed you. That's how this issue begins.

Once he's out in the open air, Peter Parker rescues himself with his fantastic spider-powers. Since it's nighttime, no one notices the guy in civvies acting all Spider-Man-like. Now, it's time to switch identities...

Up in the Daily Bugle office, it seems that J. Jonah gave one look at the Prowler and ran off to get Robbie Robertson. When the two return to the room, they see the broken window and the lack of Peter Parker and jump to the conclusion that the Prowler just committed murder most foul. For his part, Hobie Brown is in agony. He never came here to KILL someone. This was all a stunt to promote his inventions. The worst part about it is he didn't even DO anything to Peter. That dude leaped out of the window on his own accord.

And so does the Prowler. This little criminal escapade hasn't gone off as planned so he leaves the payroll and jumps out of the broken window, using his gauntlets to head to the roof. J. Jonah Jameson, who isn't really paying too much attention, only sees the master criminal launch out of the window and can't figure where the Prowler has gone. More important, he doesn't see a Peter Parker corpse staining the ground. EVERYTHING IS CONFUSING.

By the time the Prowler reaches the rooftop, Spider-Man is waiting for him. Well, there's nothing for it, then. It's time for a super-fight.

It's interesting what these two have in common. There are both hard-luck individuals with an inventive bent. It's the differences that are going to run this fight. Spider-Man uses a fair amount of gadgets but he's also got that proportionate strength of a spider coupled with a handy dandy spider-sense. When you add in that Peter's been doing this for years, you get a Prowler that is just barely keeping up.

In his inexperience, Hobie gets one of his clawed hands stuck in the tar rooftop. Spider-Man stays in close to mock his dance partner and gets a face full of gas. It affects him more than he wants to admit and gives the Prowler time to free that gloved hand and make a clean getaway.

So that didn't work out for our favorite wall-crawler. He takes it in stride. The rematch will come along soon enough. He switches back into his civvies and returns to the Daily Bugle's offices so that everyone inside will know that he isn't dead. JJJ and Robbie Robertson handle it well and don't question that Peter's story about being rescues by the friendly neighborhood web-slinger. Jonah's just ticked off that Parker didn't get any pictures. Robbie points out that no staff photographer got any either. It's wierd how often the staff photogs seem completely useless considering how often the Bugle becomes the center of the story in a super-villain slobber knocker.

The gas is still hitting Peter with a vengeance so he staggers home. When he gets there, Parker collapses on his bed, claiming that his own broken heart is bothering him more than his super-villain encounter of the day. It could also be that his lack of sleep the night before is starting to catch up to him. Visions of Gwen Stacy, the Prowler, his Aunt May, J. Jonah Jameson, and Robbie Robertson swim through his brain as he drifts off to sleep.

Hobie Brown also returns to his own apartment. The fledgling super-villain is still freaking out after watching that poor Peter Parker launch out of a window backwards.

This is not how he wanted things to go down. Even though he didn't push Peter, he still blames himself for the death, believing he so scared the freelance photographer that Parker leaped out of the window in sheer terror.

It looks like Hobie's life is continuing down a dark path... but maybe there's a way out. He just won a fight with Spider-Man his first time out. If he captured the masked menace and turned Spidey over to the authorities, surely they'd give him a free pass on Peter Parker's death. They'll at least give him the benefit of the doubt. It's fool proof!

When you start hearing Hobie's plans, you start realizing that he's not really that good at thinking things through. Sure, he's creative and has a mind for inventions. He just can't come up with any scheme that has any chance of working out.

The next morning finds Peter Parker down in the dumps and still wearing that yellow turtleneck fron the day before. AND the day before that. I think Peter just owns the one shirt. Even so, he's managed to grab the attention of one of the hottest women on campus. Gwen Stacy catches up with her boyfriend inbetween classes and wonders why Peter has been avoiding her.

Parker tries his best to walk away from Gwen with his dignity intact but when Gwen keeps on asking him what's the matter, he blurts out that he saw her and Flash on a date two days ago. With that said, Peter locks himself in his bedroom and writes bad poetry for a few hours.

Later on, our hero sits down and watches some television. The news has reports that the Prowler has been seen around town. That's just what Peter needs to get his mind off of Gwen! A rematch! Parker remember the gas that ended the last fight and puts on his gas filter for this occasion. He even remembers to bring along his camera.

But not the film. Turns out he doesn't have any and doesn't realize it until he's already swinging through the city. With no regular clothes to put on, Spidey sneaks into the back of a drug store and grabs some film. The pharmacist, still working at this late hour, notices as the Spider-Man crawls across the ceiling to the exit. He also sees the money for the film hanging from a spider-web.

So that filled up some pages. Spidey swings through the city with absolutely no clue how to find the villain of the month. He checks all the banks with no luck. Then he checks the diamond shops. That pans out. The Prowler is inside Smith Bros. Diamonds.

After setting up his automatic camera, Spider-Man crashes through a window and begins... ROUND TWO.

Hobie has no new tricks up his sleeves and the only thing that got him through the first fight was a well placed gas pellet. With Spider-Man wearing a gas filter, the gas is useless. So is everything else the Prowler tries. Soon, Spider-Man has him all webbed up.

Spidey unmasks the "villain" and sees that it's just a young guy about his own age. Hobie doesn't LOOK like a hardened criminal... Hobie explains his sad, sad tale. Maybe it's because his spider-sense isn't going nuts or maybe it's because of a gut feeling but Spider-Man decides to let the Prowler go. After all, Hobie hasn't actually stolen anything. He kinda knocked out a security guard last issue but who's perfect?

Spidey swings off, telling Hobie Brown not to waste this second chance.

From that point on, Hobie walked the straight and narrow and eventually landed a job in construction. An off and on super-hero, he never did change his costume to something that looked... good... which is a shame because his mask is actually ok. It's just everything... else.

Hobie doesn't get around very often, spending a lot of time semi-retired from the super-hero game. Once in a while, he works with Spider-Man when his talents can help out. When Spidey decided to run around as four different super-heroes, he teamed up with Hobie to create the Hornet's flying harness, for example.

The last we saw of the Prowler, we was attending the funeral for Stilt-man... for some reason. Spider-Man and Puma got him out of there before the Punisher killed all the other attendees. He's still around but it might be many years before we read about him again.

That's it for this exciting chapter of Super Reads. Tune in soon for the next installment!

Until then: Excelsior!

Written or Contributed by: SuperginraiX

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About the Author - SuperginraiX

SuperginraiX is the biggest sap on The Outhousers' payroll (wait, we get paid?). He reads every issue of every crappy Marvel crossover so you don't have to. Whats worse is that he pays for his books, thus condoning Marvel's behavior. If The Outhouse cared for his well being at all, they'd try and get him into some sort of rehab center. But, alas, none of us even know how to say his name. For a good time, ask Super why Captian America jumped off the Helicarrier in Fear Itself. Super lives in the frozen wastland that is Minnesota with 15% of the state's population living under his roof: a wife he makes wear an Optimus Prime mask, two gremlins, and his mother-in-law.